Bank of Hawaii (BOH) Proxy filing summary

Executive summary

• Achieved strong financial performance in 2025, with diluted EPS of $4.63, net income of $206 million, and assets totaling $24.2 billion.

• Maintained consistent growth in net interest income and margin, with total deposits and loans increasing from the prior year.

• Outperformed peers in Return on Common Equity and non-performing asset levels, and maintained a strong dividend and share repurchase program.

• Completed a successful CEO succession, with new CEO compensation set lower than predecessor.

Voting matters and shareholder proposals

• Shareholders are urged to vote FOR Proposal 2, a non-binding advisory vote on executive compensation (Say-on-Pay).

• Proxy advisors ISS and Glass Lewis recommended against Say-on-Pay due to perceived pay-performance misalignment, but company argues recent changes address these concerns.

Board of directors and corporate governance

• Board formed a Succession Working Group in 2024 to oversee CEO transition, culminating in the appointment of James Polk as CEO.

• Succession planning included executive coaching and development plans for the incoming CEO.